Electronic signatures on company documents

In England and Wales an electronic signature can validly sign a contract, a board resolution and even a deed, provided the signer intends to authenticate the document and any required formalities are met. That was the Law Commission’s conclusion in its 2019 report, and electronic signatures are admissible in evidence under section 7 of the Electronic Communications Act 2000. The weak point is witnessing: the Law Commission’s view is that a deed signed “in the presence of a witness” needs the witness to be physically present, even when both sign electronically.

What counts as an electronic signature?

There are two overlapping legal definitions. Section 7(2) of the Electronic Communications Act 2000 describes an electronic signature as anything in electronic form that is incorporated into or logically associated with an electronic communication or data and purports to be used by the individual creating it to sign. Article 3(10) of the UK eIDAS Regulation defines it as data in electronic form attached to or logically associated with other electronic data and used by the signatory to sign.

UK eIDAS then recognises two higher tiers:

• Advanced electronic signature (article 26). It must be uniquely linked to and capable of identifying the signatory, created using data the signatory can use under their sole control with a high level of confidence, and linked to the signed data so that any later change is detectable.
• Qualified electronic signature (article 3(12)). An advanced signature created by a qualified signature creation device and based on a qualified certificate. Article 25(2) gives it the equivalent legal effect of a handwritten signature.

Everything else, from a typed name to a signature drawn on a tablet or the click of a button on a signing platform, is a simple electronic signature. Article 25(1) says an electronic signature must not be denied legal effect or admissibility in evidence solely because it is electronic or does not meet the requirements for qualified signatures.

Are electronic signatures valid on ordinary company contracts?

Yes. The Law Commission’s statement of the law, published on GOV.UK in September 2019, says an electronic signature is capable in law of executing a document, including a deed, provided the signer intends to authenticate it and any formalities are satisfied. It notes that the courts have accepted a name typed at the bottom of an email, clicking an “I accept” box on a website and the header of a SWIFT message as valid signatures where a statute required a signature but was silent about electronic form. The report covers England and Wales only.

Most company contracts need no particular form at all, so the real questions are usually about authority and evidence rather than the signature itself. Whether the person signing can bind the company is covered in directors’ authority to bind the company.

Two limits apply. First, the Law Commission notes that formalities may come from statute or from a contract: if the other party’s terms or a funder’s conditions require a handwritten signature, an electronic one will not satisfy them. Second, simple electronic signatures are only as reliable as the evidence behind them, so keep the platform’s audit trail showing who signed, when and from which email address.

Can a company sign a deed electronically?

A company executes a deed using the methods in section 44 of the Companies Act 2006, explained in how a company executes documents and deeds. Signing by two authorised signatories raises no witnessing issue, and the Law Commission’s statement that an electronic signature can execute a deed applies to each of them.

The sole director route under section 44(2)(b) needs a witness who attests the signature. Paragraph 8 of the Law Commission’s statement says the requirement to sign “in the presence of a witness” requires the physical presence of that witness, even where both the signer and witness use electronic signatures. Watching over a video call is therefore not enough under the current law as the Commission stated it. The Commission did not recommend immediate legislation for video witnessing; it suggested the government consider it after an industry working group had looked at the practical issues. That group’s final report was published by the Ministry of Justice in March 2023.

The Commission recorded the practical problems consultees raised with witnessed electronic deeds: identifying the witness before the signing process starts, making sure the witness signs after the signatory, keeping the document confidential, and whether the witness should use the signer’s device or their own. HM Land Registry also has its own stricter rules for registrable documents.

Can board minutes and resolutions be signed electronically?

Usually yes, and often no signature is strictly needed.

• Directors’ written decisions. Article 8 of the model articles for private companies says a unanimous decision is taken when all eligible directors indicate to each other by any means that they share a common view. It may take the form of a written resolution signed by each eligible director or to which each has otherwise indicated agreement in writing. An email reply saying “agreed” can be enough if the company’s articles follow the model.
• Minutes. Section 248 requires minutes of directors’ meetings, kept for at least ten years. Under section 249, minutes purporting to be authenticated by the chair are evidence of the proceedings. Section 1135 allows company records to be kept electronically if they can be reproduced in hard copy.
• Members’ written resolutions. Under section 296 a member signifies agreement by sending the company an authenticated document, in hard copy or electronic form, identifying the resolution and indicating agreement. Once given, agreement cannot be revoked.
• Authentication. Section 1146(3) says a document sent to a company electronically is sufficiently authenticated if the sender’s identity is confirmed in a way the company has specified or, if none, it contains a statement of the sender’s identity and the company has no reason to doubt it.

For how long these records must be kept, see company records retention.

Is Scotland different?

Yes. Under section 9B of the Requirements of Writing (Scotland) Act 1995, an electronic document that must be in writing is valid only if authenticated by an electronic signature of a prescribed type. Regulation 2 of the Electronic Documents (Scotland) Regulations 2014 requires an advanced electronic signature for validity, and regulation 3 requires a qualified electronic signature for the document to be presumed authenticated (self proving).

How does this work in a real set of documents?

Illustration only. A two director company is taking a new customer contract, issuing shares and giving a guarantee.

Document	Electronic approach	Point to watch
Customer contract	One director signs on a platform	Check the customer’s terms do not require wet ink
Board approval	Written resolution agreed by both directors by email	Articles must allow written decisions as model article 8 does
Members’ written resolution	Members reply by email from known addresses	Authentication under section 1146(3)
Stock transfer form	Signed electronically	HMRC’s stamp duty guidance says it accepts e signatures
Guarantee as a deed	Both directors sign electronically as authorised signatories	If only one director signs, the witness must be physically present

A guarantee given for another group company also raises corporate benefit questions, covered in intra group guarantees and corporate benefit.

What mistakes do companies make?

• Remote witnessing. A witness on a video call, or one who signs later without having seen the signature, does not meet the physical presence requirement the Law Commission described.
• Pasting a signature image without an audit trail. It may be valid, but proving who applied it is harder.
• Assuming a qualified signature is needed. For most English law contracts a simple electronic signature is legally capable of signing; higher tiers are about evidence and particular requirements such as Scottish formal writing.
• Ignoring the counterparty’s rules. Lenders, registries and foreign law contracts may set their own formalities.
• Losing the record. Signed PDFs and certificates of completion should be stored with the company’s records, reproducible in hard copy.

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Related Accountapedia entries

• Signing contracts as a director without personal liability
• Client portals and e signatures for accountants
• Does a company need a company seal
• Can company registers be kept electronically
• Writing board minutes
• Sending company documents to shareholders electronically
• Certified company documents for use abroad

Sources

• legislation.gov.uk: Act 2000 c. 7, section 7
• legislation.gov.uk: 3
• legislation.gov.uk: 26
• legislation.gov.uk: 25
• GOV.UK: Electronic execution of documents
• GOV.UK: Industry working group on esignatures final report
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: Act 2006 c. 46, section 248
• legislation.gov.uk: Act 2006 c. 46, section 249
• legislation.gov.uk: Act 2006 c. 46, section 1135

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.